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Franchise Laws by State: Registration, Filing, and Compliance Requirements

Franchise regulation in the United States operates on two levels: federal and state. Every franchisor must comply with the Federal Trade Commission (FTC) Franchise Rule. Beyond that, individual states impose their own requirements ranging from full registration to simple notice filing to no state-level requirements at all.

Understanding which states fall into which category is essential for any business planning to franchise. Selling a franchise in a registration state without proper registration can result in rescission rights for the franchisee, fines, and other serious legal consequences.

The Federal FTC Franchise Rule

The FTC Franchise Rule (16 CFR Parts 436 and 437) is the federal baseline for all franchise sales in the United States. It requires every franchisor to prepare and deliver a Franchise Disclosure Document (FDD) to prospective franchisees at least 14 days before the prospect signs any binding agreement or pays any money.

The FDD contains 23 required disclosure items covering the franchisor's background, litigation history, fees, obligations, financial performance representations (if any), and audited financial statements. The FTC Rule applies in every state, regardless of whether that state has its own franchise law.

Violations of the FTC Franchise Rule can lead to enforcement actions, civil penalties, and private lawsuits. The FTC does not register or review FDDs. That is purely a state-level function in the states that require it.

Key point: Even if your state has no franchise filing law, you still need a fully compliant FDD under the FTC Rule before you can legally offer a franchise to anyone, anywhere in the country.

Three Categories of State Franchise Regulation

Each state falls into one of three categories based on how it regulates franchise sales.

Registration States

14 States

These states require franchisors to file and register their FDD with a state agency before making any franchise offer or sale. A state examiner reviews the FDD and may request changes before granting registration. This process can take weeks to months depending on the state.

Includes California, New York, Illinois, and other major markets.

Filing States

8 States

These states require franchisors to file a notice or a copy of their FDD with a state agency, but they do not conduct a substantive review before allowing sales. Filing is a notice requirement, not a gatekeeping function. It is faster than registration but still mandatory.

Includes Florida, Texas, and other key markets.

No Filing Required

29 States + D.C.

These states have no state-level franchise registration or filing requirement. Franchisors selling in these states must still comply with the federal FTC Franchise Rule, but there is no additional state filing needed. Some of these states do have franchise relationship laws that govern the ongoing franchisor-franchisee relationship.

Includes Georgia, Ohio, Pennsylvania, and many others.

Registration States

The following 14 states require full franchise registration. Franchisors cannot offer or sell a franchise in these states until the registration is effective. Each state has its own examiner, review process, and timeline.

California

Registration

California is one of the most heavily regulated franchise states in the country. Franchisors must register their Franchise Disclosure Document (FDD) with the DFPI before offering or selling franchises. California also has its own franchise relations law that governs the ongoing franchisor-franchisee relationship.

Hawaii

Registration

Hawaii requires franchise registration before any franchise offer or sale can occur in the state. The state regulates franchising under the Hawaii Franchise Investment Law (HRS Chapter 482E). Hawaii also has franchise relationship provisions that protect franchisees.

Illinois

Registration

Illinois requires franchise registration under the Illinois Franchise Disclosure Act (815 ILCS 705). The Attorney General office reviews FDD filings and must approve registration before any franchise can be offered or sold in the state. Illinois also has a separate Franchise Disclosure Act that provides franchisee protections.

Indiana

Registration

Indiana requires franchise registration under the Indiana Franchise Disclosure Law (IC 23-2-2.5). The Securities Division of the Secretary of State office oversees franchise filings. Franchisors must register before offering or selling franchises in Indiana.

Maryland

Registration

Maryland requires franchise registration under the Maryland Franchise Registration and Disclosure Law. The Securities Division of the Attorney General office reviews filings. Maryland also has significant franchise relationship protections that franchisors must follow.

Michigan

Registration

Michigan requires franchise registration under the Michigan Franchise Investment Law (MCLA 445.1501 et seq.). The Attorney General office administers franchise registrations. Franchisors must register their FDD before making any offers or sales in Michigan.

Minnesota

Registration

Minnesota requires franchise registration under the Minnesota Franchise Act (Minn. Stat. 80C). The Department of Commerce reviews all franchise filings. Minnesota also has strong franchise relationship protections covering termination, non-renewal, and transfer.

New York

Registration

New York requires franchise registration under the New York Franchise Sales Act (GBL Article 33). The Department of Law Investor Protection Bureau conducts a thorough review of all FDD filings. New York is one of the most active franchise regulatory states.

North Dakota

Registration

North Dakota requires franchise registration under the North Dakota Franchise Investment Law (NDCC Chapter 51-19). The Securities Department administers franchise registrations. North Dakota also has franchise relationship protections.

Rhode Island

Registration

Rhode Island requires franchise registration under the Rhode Island Franchise Investment Act. The Securities Division of the Department of Business Regulation handles franchise filings. Registration must be effective before any franchise offer or sale.

South Dakota

Registration

South Dakota requires franchise registration under the South Dakota Franchises Act. The Division of Insurance handles franchise filings through its securities regulation arm. Franchisors must register before offering or selling franchises in the state.

Virginia

Registration

Virginia requires franchise registration under the Virginia Retail Franchising Act. The State Corporation Commission Division of Securities and Retail Franchising administers the registration process. Virginia is an active registration state with a dedicated franchise regulatory division.

Washington

Registration

Washington requires franchise registration under the Washington Franchise Investment Protection Act (RCW 19.100). The Department of Financial Institutions Securities Division oversees franchise filings. Washington also has franchise relationship protections.

Wisconsin

Registration

Wisconsin requires franchise registration under the Wisconsin Franchise Investment Law (Wis. Stat. 553). The Department of Financial Institutions Division of Securities reviews franchise filings. Wisconsin also has a Fair Dealership Law that provides relationship protections.

Filing States

The following 8 states require franchisors to file their FDD or a notice with a state agency. Filing states do not conduct a substantive review, but the filing must be completed before any franchise offer or sale.

Connecticut

Filing

Connecticut is a filing state, meaning franchisors must file a notice and their FDD with the state before offering or selling franchises. Unlike registration states, Connecticut does not conduct a substantive review of the FDD before the franchisor can begin selling.

Florida

Filing

Florida is a filing state under the Florida Franchise Act. Franchisors must file their FDD with the Department of Agriculture and Consumer Services before offering or selling franchises. Florida does not conduct a substantive review but does require annual filings.

Kentucky

Filing

Kentucky requires franchisors to file their FDD with the Office of the Attorney General before offering or selling franchises. As a filing state, Kentucky does not conduct a full substantive review of the FDD before allowing sales to begin.

Nebraska

Filing

Nebraska requires franchise filing under the Nebraska Franchise Practices Act. Franchisors must file their FDD with the Department of Banking and Finance. Nebraska is a filing state that does not conduct a full substantive review before allowing franchise sales.

North Carolina

Filing

North Carolina requires franchisors to file their FDD with the Secretary of State Securities Division. As a filing state, North Carolina does not perform a substantive review, but the filing must be completed before any franchise offer or sale.

South Carolina

Filing

South Carolina requires franchisors to file a notice with the Secretary of State before offering or selling franchises. This is a filing requirement, not a full registration, so there is no substantive review by the state.

Texas

Filing

Texas requires franchisors to file their FDD with the Secretary of State before offering or selling franchises. Texas is a filing state, not a registration state, so the state does not conduct a substantive review of the FDD. Texas also has a Business Opportunity Act that may apply in certain situations.

Utah

Filing

Utah requires franchisors to file their FDD with the Division of Consumer Protection before offering or selling franchises. As a filing state, Utah does not conduct a substantive review, but the filing must be on record before franchise offers are made.

Why Franchise State Laws Matter

Many first-time franchisors assume that once they have an FDD, they can sell franchises anywhere. That is incorrect. Selling a franchise in a registration state without an effective registration can expose the franchisor to rescission claims (where the franchisee has the right to unwind the deal and get their money back), state enforcement actions, and civil penalties.

As an educational example, consider how a brand like Subway or McDonald's manages compliance. A national franchise system with thousands of units must maintain active registrations in every registration state, file in every filing state, and update those filings annually. For an emerging franchisor, the same rules apply even if you are only selling one or two franchises in a given state.

The cost and timeline of state registration varies. Some states (like California and New York) have thorough examiner reviews that can take 60 to 90 days or longer. Filing states are generally faster. Planning your state-by-state rollout is a critical part of franchise launch strategy.

Beyond registration and filing, some states have franchise relationship laws that govern how franchisors can terminate, refuse to renew, or restrict transfers of franchise agreements. These relationship laws apply regardless of whether the state has a registration requirement.

Common Mistakes to Avoid

  • Selling franchises in registration states before your registration is effective.
  • Failing to file annual renewals, causing your registration to lapse.
  • Using a generic FDD without state-specific addenda required by certain states.
  • Ignoring franchise relationship laws in states that do not require registration.
  • Advertising franchise opportunities in registration states before registration is complete.
  • Assuming that selling from a non-registration state to a buyer in a registration state avoids the requirement.

This content is general education and does not constitute legal advice. Franchise laws change. Consult a franchise attorney and verify current requirements with the relevant state agency.

State registration is just one piece of the franchise compliance puzzle. The FDD itself has 23 required items, and a mistake in any of them can delay your entire launch. We break down the full document.

Read the complete FDD guide

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